Marks and Spencer 2010 Annual Report Download - page 77

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Operating & Financial review p16 
Governance 
Financial statements p78 
The directors were granted authority at the 2009 AGM to allot
relevant securities up to a nominal amount of £132,511,272.
That authority will apply until the conclusion of this year’s AGM.
At this year’s AGM shareholders will be asked to grant an authority
to allot relevant securities (i) up to a nominal amount of £131,895,652,
and (ii) comprising equity securities up to a nominal amount of
£263,791,305 (after deducting from such limit any relevant
securities allotted under (i)), in connection with an offer of a rights
issue, (the Section 551 Amount), such Section 551 amount to apply
until the conclusion of the AGM to be held in 2011 or, if earlier,
on 2 October 2011.
A special resolution will also be proposed to renew the directors’
powers to make non pre-emptive issues for cash in connection with
rights issues and otherwise up to a nominal amount of £19,784,347.
A special resolution will also be proposed to renew the directors’
authority to repurchase the Company’s ordinary shares in the
market. The authority will be limited to a maximum of 158m ordinary
shares and sets the minimum and maximum prices which will be
paid.
Interests in voting rights
Information provided to the Company pursuant to the Financial
Services and Authority’s (FSA) Disclosure and Transparency Rules
(DTRs) is published on a Regulatory Information Service and on the
Company’s website. As at 24 May 2010, the Company had been
notified under DTR5 of the following significant holdings of voting
rights in its shares.
Ordinary shares % of capital Nature of holding
Brandes Investment
Partners, L.P. 111,59 5,173 6.57% Indirect interest
AXA S.A. 89,374,221 5.66%
Direct and
indirect
Capital Research
& Management 78,591,394 4.98% Indirect interest
Legal & General Group plc 63,188,326 3.99% Direct interest
The Wellcome Trust 47, 4 6 4 , 28 2 3.01% Direct interest
Deadlines for exercising voting rights
Votes are exercisable at a General Meeting of the Company in
respect of which the business being voted upon is being heard.
Votes may be exercised in person, by proxy, or in relation to
corporate members, by corporate representatives. The Articles
provide a deadline for submission of proxy forms of not than less
than 48 hours before the time appointed for the holding of the
meeting or adjourned meeting.
Significant agreements – change of control
There are a number of agreements to which the Company is party
that take effect, alter or terminate upon a change of control of the
Company following a takeover bid. Details of the significant
agreements of this kind are as follows:
the £267m Medium Term Notes issued by the Company on −
28 March 2007 and £400m Medium Term Notes issued by the
Company on 30 November 2009 both to various institutions
(‘MTN’) and under the Group’s £3bn Euro Medium Term Note
(EMTN) programme contain an option such that, upon a change
of control event, combined with a credit ratings downgrade to
below sub-investment level, any holder of an MTN may require
the Company to prepay the principal amount of that MTN;
the £250m puttable callable reset notes issued by the Company −
to various institutions on 11 December 2007 under the Group’s
£3bn EMTN programme contain an option such that, upon a
change of control event, combined with a credit ratings
downgrade to below sub-investment level, any holder of an
MTN may require the Company to prepay the principal amount
of that MTN;
the $500m US Notes issued by the Company to various −
institutions on 6 December 2007 under section 144a of the
US Securities Act contain an option such that, upon a change
of control event, combined with a credit ratings downgrade
to below sub-investment level, any holder of such a US Note
may require the Company to prepay the principal amount of
that US Note;
the $300m US Notes issued by the Company to various −
institutions on 6 December 2007 under section 144a of the US
Securities Act contain an option such that, upon a change of
control event, combined with a credit ratings downgrade to below
sub-investment level, any holder of such a US Note may require
the Company to prepay the principal amount of that US Note;
the £1.2bn Credit Agreement dated 13 August 2004 and the −
£400m Credit Facility Agreement dated 3 February 2008 between
the Company and various banks both contain a provision such
that, upon a change of control event, unless new terms are
agreed within 60 days, the facilities under these agreements will
be cancelled with all outstanding amounts becoming immediately
payable with interest;
the agreement between HSBC and the Company relating to −
M&S Money dated 9 November 2004 (as amended and restated
on 1 March 2005) contains a clause such that, upon a change
of control of the Company, any new owner would be obliged to
give undertakings to HSBC in respect of the continuation of the
agreement, negotiate revised terms or terminate the agreement;
the agreement between Marks and Spencer plc and Marks −
and Spencer Pension Trust Limited (as trustee of The Marks
and Spencer Pension Scheme) (the ‘Pension Fund’) dated
25 March 2009 relating to Marks and Spencer Scottish Limited
Partnership (the ‘Partnership’) contains a clause such that, upon
a change of control of the Company, Marks and Spencer plc
shall elect either to cause the Partnership to surrender its
discretion over the payment of annual distributions to the Pension
Fund or to increase the rate at which compensatory interest
accrues on any annual payments that Marks and Spencer plc
has elected to defer.
The Company does not have agreements with any director
or employee that would provide compensation for loss of office or
employment resulting from a takeover except that provisions of
the Company’s share schemes and plans may cause options and
awards granted to employees under such schemes and plans to
vest on a takeover.